Ranbaxy: Stake sell to Daiichi

Ranbaxy: Stake sell to Daiichi
Ranbaxy fairly priced: Analysts

In one of the biggest buy outs of any Indian company by an MNC, Japanese major Daiichi Sankyo has picked up the promoters - Malvinder Singh and Shivinder Singh's - 34.8% stake at Rs 737 per share in drugmaker Ranbaxy Labarotaries. This means complete exit of Ranbaxy promoters from the company. However, the senior Singh (Mr Malvinder Singh) is expected to continue to head the management for sometime. The story was first broken by The Economic Times . As ET reported earlier, the Japanese company may buy the promoters' stake at Rs 737 per share or around 30% premium over Ranbaxy's share price of Rs 560.75 on Tuesday. At this share price, the company is valued at around Rs 27,492 crore while the promoters will get around Rs 9,573 crore. The Japanese major will also make a mandatory open offer, as per the Indian laws, to buy an additional 20% stake in the company. The source added that Daiichi Sankyo plans to hold a controlling 51% stake in the Indian company.

Ranbaxy strengthens presence in the Middle-East

Meanwhile, shares of the company rose to their highest in 3-½ years on Wednesday after the Nikkei business daily said Japan's Daiichi Sankyo wanted to buy more than 50 per cent of the Indian firm in a deal worth up to $3.7 billion. The paper said Daiichi Sankyo was planning to launch a bid worth 300 billion yen to 400 billion yen ($2.8 billion-$3.7 billion) for the stake in India's top drugmaker by sales and an announcement was expected later in the day.

"I am delighted to announce our association with Daiichi Sankyo, a leading research based pharmaceutical company that puts us on a new and much stronger platform to harness our capabilities in drug development, manufacturing and global reach. Together with our pool of scientific, technical and managerial resources & talent, we would enter a new orbit to chart a higher trajectory of sustainable growth in the medium and long term in the developed and emerging markets organically and inorganically. This is a significant milestone in our Mission of becoming a Research based International Pharmaceutical Company,” Ranbaxy Laboratories Limited CEO and Managing Director Malvinder Mohan Singh said.

"The proposed transaction is in line with our goal to be a Global Pharma Innovator and provides the opportunity to complement our strong presence in innovation with a new, strong presence in the fast growing business of non-proprietary pharmaceuticals" said Takashi Shoda, President & CEO of Daiichi Sankyo Company, Limited. "This complementary combination represents a perfect strategic fit and delivers a considerable opportunity for the future growth of the new Daiichi Sankyo Group. While both companies will closely cooperate to explore how to fully optimize our growth opportunities, we will respect Ranbaxy's autonomy as a standalone company as well. We respect and believe in the management skill of Malvinder Mohan Singh and we are happy that we can invite him to be a member of the "Senior Global Management" of Daiichi Sankyo, while he continues to lead Ranbaxy as its CEO and Managing Director; additionally, upon closing he would assume the position of Chairman of the Board."

At 10:25 a.m. (0455 GMT), the stock was trading 1.4 per cent up at Rs 568.50, up 1.3 per cent. The stock rose as much as 5.6 per cent to Rs 591.90, its highest since December 2004. It rose 6.5 per cent on Tuesday, when its market value was $4.9 billion. Incidentally, Oscar Investments, a promoter group company, which holds 4.76% in Ranbaxy, has informed the BSE on Tuesday that the company is holding a board meeting tomorrow, "to consider and approve the scheme of demerger of investment & trading business of the company." Among all the promoter group companies that hold shares in Ranbaxy, the value of Oscar's holding in the company is the largest after Ranbaxy Holding Company. Malvinder and Shivinder Singh, the promoters of Ranbaxy, own around 35% of the company.

The Japanese company set foot in India by setting up a wholly-owned subsidiary with a investment of Rs 25 crore in India earlier this year. ET had reported on January 5 that the Japanese major plans to set up a full-fledged manufacturing and research operation in the country. Sankyo, which merged with Daiichi in 2005, has a small joint venture in India. Its 39.9% holding in Unisankyo Company was brought under the merged entity. The remaining 60.1% stake in this venture is held by a group of local promoters led by Jay Soman. The JV manufactures and markets bulk drugs, pro-biotics and few pharmaceutical products. Incidentally, this comes within two months of the Burman family of Dabur group exiting the pharma business by selling their 67% stake to German major Fresenius Kabi in April.

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Ranbaxy promoters sell out to Daiichi
Marking the largest ever deal in Indian pharma industry, Japanese drug firm Daiichi Sankyo on Wednesday announced the acquisition of a majority stake of more than 50 per cent in domestic major Ranbaxy [Get Quote] for over Rs 15,000 crore (Rs 150 billion).
Under the deal structure that would create the 15th biggest drugmaker globally, the Japanese firm would acquire the entire 34.82 per cent stake in the Gurgaon-based firm from its current promoters Malvinder Singh and family.
Besides, Daiichi would also make an open offer for an additional 20 per cent stake in Ranbaxy at a price of Rs 737 per share which represents a premium of over 50 per cent on the average price over the last three months.
Post this offer, the deal would value Ranbaxy at about $8.5 billion (over Rs 36,000 crore). The purchase of shares from the promoters and through the open offer is expected to value the deal between $3.4 billiona and $4.6 billion, the two firms said in a joint statement.
Even as Malvinder Singh would continue as CEO and MD of the entity, which would retain its Ranbaxy brand, the family would net in about Rs 10,000 crore *Rs 100 billion) by selling their stake.
Singh would also assume the position of chairman of the board upon the deal's closure that is expected by March 2009.
Besides the promoters' 34.8 per cent stake, Daiichi would also get about 9 per cent through issue of preferential allotment of shares and some warrants, which could be later converted into another 4.5 per cent holding. These, along with a minimum 8 per cent that the new promoters wish to acquire through the open offer, would take Daiichi's holding to above 50 per cent.
Post acquisition, Ranbaxy would become a debt-free firm with a cash surplus of around Rs 2,800 crore (Rs 28 billion).
The two firms said they plan to keep Ranbaxy a listed entity in India.
The combined market capitalisation of both companies would be around 30 billion dollars making it the world's 15th largest pharmaceutical company.
A binding share purchase and share subscription agreement was entered into by Daiichi Sankyo, Ranbaxy and the Singh family, Ranbaxy said.
"As the company moves into a next level of growth it would benefit the organisation, its shareholders and the employees," Ranbaxy CEO and Managing Director Malvinder Mohan Singh told reporters, while adding, "Now it is a clear opportunity ahead of us to leverage from each others' strengths."
The proposed open offer price of Rs 737 represents a premium of 53.5 per cent to Ranbaxy's average daily closing price on the NSE for the three months ending June 10, 2008.
Besides, the offer price is 31.4 per cent higher than Tuesday's closing price, Ranbaxy said.
"Malvinder Singh will continue to lead the company as its CEO and managing director, while additionally assuming the position of chairman of the board," Daiichi Sankyo president and CEO Takashi Shoda said.
The Japanese firm said there would be 10 members in the board and Ranbaxy would appoint four members, including Malvinder Singh, while the rest of the members would be from Daiichi Sankyo.
"Daiichi Sankyo has operations in 21 countries and by entering into agreement with Ranbaxy, we will have presence in now 60 countries globally," Shoda said.
Commenting on the deal, Singh said it puts Ranbaxy on a new and much stronger platform to harness its capabilities in drug development, manufacturing and global reach.
"With this, we will see significant growth in our business in Japan as the generic drugs market in the country is also opening up," he said.
Explaining the deal Singh said, post closing Ranbaxy would continued to remain an independent identity and all the strategic tie-ups of the company including the deals with Zenotech, Orchid and Merck would remain unaffected.
The hived-off research and developed division of the firm would also continued to be remained the part of the company.
"Together with our pool of scientific, technical and managerial resources and talent, we would enter a new orbit to chart a higher trajectory of sustainable growth in the medium and long term in the developed and emerging markets organically and inorganically," he said.


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